HomeMy WebLinkAboutC23-354 SercoDocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 AGREEMENT BETWEEN EAGLE COUNTY, COLORADO, AND SERCO INC. THIS AGREEMENT is made this November 9th, 2023 by and between Eagle County, Colorado ("County"), and Serco Inc. a New Jersey corporation, ("Contractor") located at 11830 Worldgate Drive, Herndon, VA 20170 (collectively referred to as "Party" or "Parties"). RECITALS WHEREAS, County desires that Contractor furnish one additional air traffic controller to allow the extension of Air Traffic Control Tower ("Control Tower") operational hours at the Eagle County Regional Airport (the "Airport") from December 1, 2023 through April 1, 2024 and as further set forth in Exhibit A. attached hereto and incorporated herein by this reference. WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said services to County; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1- WORK 1.1 Contractor will furnish all materials and labor necessary for extended Control Tower hours as identified in Contractor's proposal, attached hereto as Exhibit A and incorporated by this reference (hereinafter the "Work"). All Work shall be performed in a manner consistent with the applicable professional standard of care. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. ARTICLE 2- TERM OF AGREEMENT DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 2.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 10 hereof, shall continue in full force and effect through April 1, 2024. ARTICLE 3- COMPENSATION 3.1 Upon and subject to the provisions and conditions of this Agreement, County shall pay Contractor, for Contractor's performance of the Work, an amount NOT TO EXCEED Seventy-eight Thousand and Six Hundred Dollars ($78,600.00) ("Contract Price") paid in 4 installments of $19,650.00 in accordance with Section 3.5 below. 3.2 The Contract Price includes, without limitation, the entire amount of overhead and profit payable to Contractor in connection with the Work. Contractor shall not have the right to, nor shall it seek to recover, any additional compensation for overhead and profit or change in unit prices. 3.3 Contractor acknowledges that Owner is a tax-exempt entity. 3.4 The scope of work to be performed under this Agreement shall not be modified without an amendment to the Agreement signed by both parties. 3.5 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Work. Upon request, Contractor shall provide County with such other supporting information as County may request. 3.6 Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. 3.7 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 ARTICLE 4- CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representations: 4.1 Contractor has familiarized itself with the nature and extent of the Work -to be provided hereunder, the Airport, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Work. 4.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Work. 4.3 To the extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 4.4 To the extent possible Contractor, has given County written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 4.5 Contractor will be responsible for provision of the Work and shall perform the Work in a skillful, professional, and competent manner and in accordance with the standard of care, skill, and diligence applicable to contractors of its kind. Further, in rendering the Work Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Work is performed in accordance with this Agreement. 4.6 Contractor shall coordinate any special conditions of Work with the Eagle County Airport Manager and shall comply with any and all rules and regulations while working on Airport property. ARTICLE 5- ENTIRE AGREEMENT 5.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibit A. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 6 -MISCELLANEOUS 6.1 Neither party may assign its rights under this Agreement without the prior written consent of the other. Any assignment without such consent shall be null and void. DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 6.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement. 6.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after April 1, 2024 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6.4 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 6.5 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. ARTICLE 7 - JURISDICTION AND VENUE: 7.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the District Court of Eagle County, Colorado. ARTICLE 8 - INDEMNIFICATION: 8.1 The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages, or liabilities, for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims damages, or liabilities arise out of a third -party claim and are directly related to performance under this Agreement or are based upon any performance or nonperformance by Contractor or any of its sub -contractors hereunder, and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with the investigation or defending of any such loss, claim damage or liability. This indemnification shall not apply to claims by third parties 4 DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 against the County to the extent that the County is liable to such third party, in whole or in part, for such claim without regard to the involvement of the Contractor. ARTICLE 9 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 9.1 Except as listed below, all documents (including electronic files) which are obtained during, purchased or prepared in the performance of the Work shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. Any and all documents logs, forms and recordings retained by Contractor in accordance with FAA orders, manuals and regulations, including but, not limited to: FAA JO 3120.4, Air Traffic Technical Training, FAA JO 7110.65, Air Traffic Control, FAA JO 7210.3, Facility Operation and Administration, and FAA JO 8020.16, Air Traffic Organization Aircraft Accident and Incident Notification, Investigation, and Reporting. • Any and all documents collected by Contractor as part of its Air Traffic Safety Action Program. • Any and all sensitive security information requiring retention and/or restricted access by Contractor in accordance with applicable statutes or regulations. • Any and all documents protected by the Privacy Act of 1974, or other applicable statutes or regulations. Any and all proprietary documents used in the execution of Contractor's Federal Aviation Administration contracts. ARTICLE 10 -TERMINATION: 10.1 Either Party may terminate this Agreement at any time and for any reason, with or without cause, by providing at least thirty (30) days' prior written notice to the other Party of such termination. Any such termination shall be effective upon delivery of a written notice of termination specifying the reason and date upon which termination becomes effective. In such event, Contractor shall be compensated for all Services completed up to the date oftermination for such Services. ARTICLE 11- NOTICE 11.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via email provided an original is also promptly delivered to the appropriate party at the following addresses: 5 DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 The County: Eagle County Airport P.O. Box 850 Eagle, Colorado 81631 (970) 328-2680 (p) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8685 (p) The Contractor: Serco Inc. 12930 Worldgate Drive Herndon, VA 20170 (703) 263-6000 (p) ARTICLE 12- INDEPENDENT CONTRACTOR 12.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between County and Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for the means and methods to carry out the Work under this Agreement and for Contractor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ARTICLE 13- INSURANCE REQUIREMENTS 13.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each 6 DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. Comprehensive liability and property damage insurance issued to and covering Contractor and any subcontractor with respect to all Work performed under this Agreement and shall also name County as an additional insured, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 13.2 The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. 13.3 Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A- VII. 13.4 Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. 13.5 All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. 13.6 All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. 13.7 Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. 13.8 Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 limits and shall furnish County a new certificate of insurance showing such coverage. 13.9 If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. 13.10 The insurance provisions of this Agreement shall survive expiration or termination hereof. 13.11 The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY, COLORADO By and though its County Manager DocuSigned by: By. ,� S(n(t jeyftQ1jj424 SERCO INC. By: �& 'milk Angelica Jennings Title: Contracts Administrator 9 DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 Exhibit A Additional Hours of Air Traffic Control Services — Eagle County Regional Airport Scope of Services Serco shall provide all services commonly accepted as air traffic control responsibility at the Eagle County Regional Airport (Airport) and shall limit the conduct of business in the Control Tower to those commonly accepted duties associated with the provision of surface weather observations and airport traffic control. Air traffic control services shall be provided in accordance with those operational documents, directives, and regulations required by the Federal Aviation Administration in the Federal Contract Tower Program. Pricing Services under this Agreement are as follows: 1. Training of an additional air traffic controller beginning on or about November 61h. 2. Air traffic control services between the hours of 7:00 pm and 10:30 pm commencing December 1, 2023 through April 1, 2024. 3. In the event an additional controller is not available services will be provided with current staffing, if possible. 4. If full coverage cannot be provided, any extra hour of service will be provided at the rate of $184 per hour. Disclaimer Serco reserves the right to withhold any and all of the above services under situations where providing said services will adversely affect Serco's ability to fulfill its FAA contract obligations or require violation of operational documents, directives, and regulations required by the Federal Aviation Administration in the Federal Contract Tower Program. In the event services cannot be provided, the price will be proportionately adjusted for the services not provided. 10 DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B4361A95 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 6FC8299B-3C1D-461A-B215-C7D7B436lA95 D�® ACC?I` v CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYW) 1111312023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA LLC. 1050 CONNECTICUT AVENUE, SUITE 700 WASHINGTON, DC 20036-5396 CONTACT NAME: PHONE FAX (A/C, No Mr. ADDRESS: INSURERS AFFORDING COVERAGE NAIC A INSURER A: OBE Europe SA/NV 39217 CN102986235Serco-GAWD-23-24 INSURED Serve, Inc. 12930 Wcddgate Drive INSURER 8 : Arch Insurance Company 11150 INSURER C : Arch Indemnity Insurance Company 30830 INSURER D : NIA NIA Suite 600 Hemdcn, VA 20170 INSURER E : INSURER F : enVr_0Ar_r_c CFRTIFICOTF NIIMRFR- CLE-007153948.01 REVISION NUMBER: 6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM1DD POLICY EXP MMIDO LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR I P146779PROO723A 10131/2023 10/3012024 EACH OCCURRENCE $ 2,000,000 DAMAGE PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO ❑ LOC X JECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B B B AUTOMOBILE LIABILITY X ANY AUTO AU OWNED ONLY SCHEDULED AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 11CAB1045503 (ADS) 11 CAB1045603 (MA) 11CABI078600 (LA, TX) Owned/Hired Physical Damage Ded: Comp/Coll: ACV/5,000 10131/2023 1013112023 10/3112023 10/31/2024 10/31/2024 10/31/2024 COMBINED SINGLE LIMIT Ea accident $ 2,000,OD0 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LAB EXCESS LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE S AGGREGATE S DED I I RETENTIONS S C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y r N ANYPROPRIETOR/PARTNERlEXECUTIVE OFFtCERlMEMBEREXCLUDED9 � (Mandatory to NH) If yes, descrbe under DESCRIPTION OF OPERATIONS below N/A 11 WCI1045303 (FL) 14WCI1045403 (ADS) 10131I2023 10131 2024 10/3112024 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 5 1,000,000 E.L. DISEASE -FA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS r LOCATIONS r VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more apace is required) Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers is/are included as additional insured (except workers' compensation) where required by written contract. This insurance is primary and noncontributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required bywritten contract and subject to policy terms and conditions. PcpTrcr/`ATF tani nr=R CONCFI_I.OTION Eagle County Airport SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O. Box 850 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle, CO 81631 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE .Le-41�i ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD